S. Private Equity for Public Markets

This class will explore the emerging reality of investment funds that raise money from the general public but invest it in private markets. Roughly put, an investment fund is a legal entity that pools investor money and invests it on their behalf. Private markets involve assets—like the stock and debt of private companies—that are not listed on a financial exchange. The general public, in turn, encompasses anyone interested in investing. Traditionally, only private funds have invested in private markets, and they have raised money only from large institutions and the ultra-rich. But increasingly, funds open to anyone invest in private markets—giving us "private equity for the general public." This is a growing asset class at the cutting-edge of transactional practice. It also involves the blurring and transformation of foundational categories in securities law and fund regulation. It raises questions about who should invest in private markets, and under what investor protections. It raises questions about the size and growth of investment funds and what kind of investment structure best suits everyday investors. Most fundamentally, it raises questions about whether the law governing investment funds can accommodate these developments (and whether it should). We will explore the law governing these investment funds, and the fascinating legal, transactional, and public policy questions raised by them.

This course will only meet for the first half of the term.